850-888-8474 | [email protected]

Client Terms and Conditions

THIS DOCUMENT IS VERSION 2.1 AND SUPERSEDES ALL OTHER VERSIONS. IT WAS LAST UPDATED ON APRIL 25, 2026

These Terms and Conditions (the “Agreement”) are between GORGEOUS/RFP, LLC., a Florida Limited Liability Company, doing business as GORGEOUS (“GORGEOUS,” “STUDIO,” “Designer,” “Developer,” “we,” “us,” or “our”), and the CLIENT who purchases, requests, and/or uses our Services (“CLIENT,” “you,” or “your”).

Table of Contents (Jump to a section by clicking any of the links below)

Introduction

Most projects run smoothly; however, issues may arise. These terms are designed to protect both parties in such situations. This Client Working Agreement (“Agreement”) sets forth the general terms and conditions governing the relationship between the parties and supersedes all prior or contemporaneous written or oral agreements relating to the Services, except as expressly set forth in an accepted Proposal or Invoice.

This Agreement applies whenever you request, authorize, use, or pay for our Services, or use any Deliverables we create for you.

PLEASE READ ALL OF THE TERMS BELOW CAREFULLY. ALTHOUGH THE LANGUAGE MAY BE SIMPLE IN SOME SECTIONS, THE INTENTIONS ARE SERIOUS AND THIS AGREEMENT IS A LEGAL DOCUMENT. BY REQUESTING, ENGAGING, OR USING OUR SERVICES, OR BY MAKING ANY PAYMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. Engaging Us for Services, Availability, and Communication

1.1 – Engagement of Services

You may engage us by: (a) accepting a Proposal in writing or via email; (b) submitting or approving a support ticket; or (c) providing verbal authorization to begin work. Any verbal authorizations will be confirmed by us in writing and will be deemed binding unless disputed by you in writing within twenty-four (24) hours of such confirmation. Clients enrolled in an active monthly service plan must submit all requests through our ticketing system (https://support.grgs.co).

1.2 – Hours of Operation and Availability

While our hours may vary based on project needs, our standard working hours are Monday through Friday, 10:00 AM to 6:00 PM Central Time. Availability and response outside of these hours are not guaranteed unless otherwise agreed in writing. We reserve the right to bill overtime rates for Services requested or required outside of standard working hours, including weekends and federal holidays.

1.3 – Communication

We primarily communicate regarding projects and Services through support tickets and email, which are our approved and trackable communication channels. We do not monitor SMS, social media, or instant messaging for support or project management. While we may acknowledge messages through those channels, such acknowledgments are not binding and do not constitute acceptance of instructions, requests, changes, or approvals. Clients enrolled in a monthly or annual support plan may receive priority response times or enhanced service levels as stated in their Proposal, plan, or applicable service terms.

2. Fees, Project Expenses, and Payments

2.1 – Fees, Billing, and Payment Terms

You agree to pay all fees associated with any requested or provided Services.

  • Standard Hourly Rate: Unless otherwise specified in a Proposal or Invoice, Services are billed at our then-current hourly rate. Applicable rates are reflected in Proposals, invoices, or other service documentation and are subject to change.
  • Proposals, Estimates, and Invoicing: Proposals are valid for thirty (30) days unless otherwise stated. Any estimates, projections, or ranges are based on anticipated scope and effort, and actual costs may vary due to revisions, additional requests, unknown factors, or changes in project requirements. Invoices are issued electronically via our accounting platform.
  • Accepted Payment Methods: We accept payments via check, credit card (VISA, MasterCard, Discover, AMEX), and ACH transfer.
  • Authorization to Charge: If you provide a credit card, ACH authorization, or other payment method, you authorize us to charge the payment method on file for recurring services, renewals, approved additional work, Project Expenses, and any outstanding balances unless otherwise agreed in writing.
  • Deposits and Payment Structure: Unless otherwise specified, a fifty percent (50%) non-refundable deposit is required prior to the start of work. Remaining balances may be invoiced upon completion or as Work in Progress (WIP) on a monthly basis for Services performed to date.
  • Automated Renewals: To prevent service interruptions, certain Third-Party Materials, subscriptions, domains, or hosting-related services may be automatically renewed on your behalf and billed accordingly, unless otherwise agreed in writing or prohibited by applicable law.
  • Website Launch and Billing Start: For website-related Services, applicable fees, including hosting, platform, or management fees, may begin prior to connection to a final domain. For billing purposes, “launch” occurs when a staging or publicly accessible version of the website is created at a live URL. We reserve the right to begin billing at that time as outlined in the applicable Proposal, approved support ticket scope, or plan.
  • Late Payments and Fees: Invoices not paid within thirty (30) days may incur a $75 administrative late fee plus interest at 1.5% per month (18% annually), or the maximum permitted by law.
  • Chargebacks and Payment Disputes: You agree to make a good-faith effort to resolve any billing issue directly with us before initiating a chargeback or payment dispute. Initiating a chargeback may result in immediate suspension of Services. You agree to reimburse us for time spent responding to or disputing any chargeback at our then-current hourly rate.
  • Returned Payments and NSF Fees: Returned payments may incur additional fees as permitted by law.
  • Service Suspension: We reserve the right to suspend or restrict access to Services, Deliverables, hosted environments, systems, or account credentials until all outstanding balances are paid in full, without liability. Failure to make timely payment may result in suspension of Services and does not relieve you of your obligation to pay for Services already rendered or committed.

2.2 – Project Expenses

Professional service fees do not include external or third-party costs (“Project Expenses”), including but not limited to printing, photography, illustrations, shipping, software, media, or production services. Project Expenses will be itemized and are due upon invoicing.

Travel within thirty (30) miles of Panama City, Florida does not incur mileage or travel expense charges unless otherwise stated. However, time spent traveling to and from a location may be billed at our then-current hourly rate in accordance with Section 2.1 or applied against allocated Studio Flex Hours, where applicable. Travel beyond this radius may be billed for both time and associated expenses, including mileage (calculated at the current IRS or GSA rate), lodging, meals, and transportation, unless otherwise specified in a Proposal or plan.

Third-party goods or services sourced on your behalf may include a reasonable procurement or administrative markup, to the extent permitted by applicable law and not restricted by client-specific requirements.

3. Client Obligations and Responsibilities

3.1 – Client Representative

To avoid miscommunication, you must appoint a sole representative (“Client Representative”) with full authority to provide, maintain, and approve any necessary information required by us. The Client Representative may be you or someone you designate. They will be responsible for coordinating and reviewing all Services and communicating your instructions, requests, and approvals. As your representative, they will be bound by the terms of this Agreement, and their signature or email approval will be considered final and binding on your behalf.

3.2 – Client Content

Client Content refers to all content provided by you for use in the preparation or incorporation into the Deliverables or Services, such as, but not limited to, text, text files, photos, images, videos, sounds, information, writings, materials, or works of authorship (collectively, “Client Content”). Unless you engage us to create the Client Content, it is your sole responsibility to provide these items. To avoid additional fees, you agree to supply all required Client Content in a format suitable for reproduction or incorporation into the Services without further preparation or alteration by us.

3.3 – Client Content Management, Authorized Users, and User-Generated Content

To facilitate the management and modification of Client Content across websites, digital platforms, third-party panels, content management systems, social media tools, and similar systems, we may need to create accounts for you or grant access to you, your Client Representative, or your project stakeholders.

  • Authorized Users: Authorized Users are individuals you designate to have access to systems, platforms, tools, or accounts connected to the Services. You are fully responsible for all actions, instructions, approvals, access, and charges incurred by your Authorized Users, including but not limited to managing, editing, approving, and publishing Client Content under your oversight or the oversight of your Client Representative.
  • End Users: End Users are individuals who interact with the Services or any public-facing features, including but not limited to submitting forms, placing orders, creating accounts, leaving reviews, sending messages, or otherwise engaging with the platform.
  • CMS and Platform Limitations: While we may build or configure systems that allow Client Content to be managed through a CMS or similar platform, some portions of the Services may not be editable or may require additional development to modify through the CMS or related tools. Any request to make such elements editable by Authorized Users must be expressly included in the applicable Proposal.
  • User-Generated and Third-Party Submitted Content: If any website, platform, account, or Service allows End Users or third parties to submit, upload, publish, review, message, or otherwise contribute content (“User-Generated Content”), you are solely responsible for that content unless otherwise stated in a Proposal or plan. We do not review, moderate, monitor, or verify such content unless expressly agreed in writing.

You are responsible for ensuring that all Client Content and User-Generated Content complies with all applicable laws, regulations, third-party rights, platform policies, and this Agreement. If such content is brought to our attention and we reasonably believe it violates applicable law, this Agreement, or third-party rights, we reserve the right, but not the obligation, to remove, restrict, or take appropriate action regarding such content to the extent it is stored on or connected to systems or services we manage or control.

3.4 – Client Responsibilities, Warranties, and Representations

You, your Client Representative, and Authorized Users, and to the extent applicable, your End Users, are responsible for:

  • Conducting business respectfully and professionally, with honesty and good faith. You acknowledge that we are an independent service provider and not employees, and that this is a collaborative relationship requiring mutual respect, professionalism, and clear communication.
  • Recognizing the importance of timely communication and responsiveness. You agree to respond to requests, questions, approvals, and feedback in a timely manner and to provide clear and complete information necessary for us to perform the Services effectively.
  • Understanding that we serve multiple clients and require reasonable notice to plan and execute work. Poor planning, lack of preparation, urgency, delays, or internal timelines on your part do not constitute an emergency for us and do not obligate us to reprioritize work outside of agreed timelines, schedules, or service levels.
  • Providing all required Client Content, materials, access, and information in a format suitable for use in the Services, unless otherwise agreed in writing, and assisting in coordination and decision-making with any necessary third parties
  • Ensuring that all Client Content is accurate, lawful, properly licensed, and compliant with all applicable laws, regulations, and industry standards, including but not limited to accessibility, privacy, and regulatory requirements such as ADA, HIPAA, GDPR, and PCI-DSS.
  • Informing us of any legal, regulatory, accessibility, or compliance requirements applicable to your business, content, or Services.
  • Reviewing and approving all Deliverables prior to publication, production, or use, including final proofreading and verification of accuracy. If Deliverables are approved and errors (including typographical or factual errors) remain, you are responsible for the cost of correcting those errors.
  • Maintaining appropriate internal coordination and decision-making authority through your designated Client Representative, whose approvals and instructions are binding.
  • Implementing and maintaining secure access practices for all Authorized Users, including the use of strong, unique passwords, proper device and account security, and appropriate access controls. You acknowledge that failure to follow proper security practices may increase the risk of unauthorized access or breaches, and we are not liable for issues resulting from such failures.
  • Complying with all applicable laws, regulations, platform policies, and contractual obligations related to your use of the Services.
  • Ensuring that all use of the Services, including by your Client Representative, Authorized Users, and End Users, complies with this Agreement and the Acceptable Use Policy set forth in Section 5.12.

We are not responsible for issues arising from Client Content, Third-Party Materials, User-Generated Content, or any changes made by you, your Authorized Users, End Users, or third parties after delivery.

Failure to meet these responsibilities may result in delays, additional fees, re-scoping of Services, or suspension of work.

4. Delivery, Testing and Approvals

4.1 – Timeline

We will make commercially reasonable efforts to perform the Services according to the applicable project schedule, Proposal, plan, or agreed request. Timelines depend on your prompt responses to questions, requests for Client Content, feedback, approvals, access, and other information needed to complete the work. Time shall not be of the essence unless expressly agreed to in writing by both parties and specifically stated in a Proposal or other written authorization accepted by both parties.

4.2 – Expedited Delivery (Rush Projects) and Overtime Fees

If you request expedited scheduling, rush delivery, weekend work, federal holiday work, or work outside our normal availability, additional fees may apply based on urgency, complexity, and scope. Expedited rates range from 150% to 350% of our then-current hourly rate in accordance with Section 2.1 unless otherwise agreed in writing.

4.3 – Delayed, Suspended, and Abandoned Projects

Projects may be delayed while we await Client Content, access, information, feedback, approvals, or required decisions from you. During such delays, we may remove the project from our active queue and prioritize other work. Client-caused delays may result in additional fees, re-scoping, or changes to pricing where such delays impact scheduling, resource allocation, or project complexity.

  • Delayed Projects: A project is considered delayed if we do not receive a requested response, item, approval, or decision within five (5) business days. Once the required items are received, work will resume based on our current availability and scheduling.
  • Suspended Projects: A project is considered suspended if your response is delayed for more than forty-five (45) days without reasonable cause, as determined by us. In such cases, the remaining project balance may be invoiced and considered due upon receipt. Work will not resume until the project is reactivated, which requires submission of all necessary items and payment of any outstanding balance.
  • Abandoned Projects: A project is considered abandoned if your response is delayed for more than ninety (90) days without reasonable cause. In such cases, any fees paid for the project will be forfeited.

4.4 – Testing and Compatibility of Deliverables

We will test all Deliverables before providing them to you. If the Services include the design and/or development of a website, we will ensure compatibility with current desktop versions of Apple Safari, Google Chrome, Mozilla Firefox, and Microsoft Edge. We will also test compatibility on current mobile versions of Apple Safari (iOS) and Google Chrome (iOS and Android).

However, due to variables such as browser updates and device sizes, we cannot guarantee how third-party web browsers will function or how the website will display across all platforms. Unless specifically agreed to in writing, we do not test websites in older (non-supported) browsers.

4.5 – Approval of Proofs, Concepts, Deliverables and Services

Within five (5) business days of receiving any proof, concept, Deliverable, or Service, you must provide either: (a) written approval and acceptance (which shall not be unreasonably withheld), or (b) written notice of any non-conformity, including requested revisions or corrections. Specifications may be defined in an applicable Proposal, approved support ticket, or other written request.

If you do not respond within five (5) business days, the applicable item may be deemed accepted for purposes of project progression, scheduling, and invoicing. Deemed acceptance does not constitute authorization for public release or implementation where express written approval is required.

Written approval from you or your authorized Client Representative is required prior to any public release, production, publishing, launch, or implementation of Deliverables. We are not responsible for delays caused by your failure to provide timely approvals, feedback, or required decisions.

Support tickets, emails, and other written communications may be used to request and approve work but do not modify or expand the scope of Services unless expressly confirmed by us in writing.

We reserve the right to withhold delivery, deployment, or transfer of Deliverables until all applicable fees and expenses are paid in full.

5. Project Specifics and Service Terms

5.1 – Changes and Revisions to Scope, Deliverables, or Services

The scope of Services is defined by the applicable Proposal, plan, approved support ticket scope, or other written authorization confirmed by us. Submission of a request does not guarantee that such request falls within or will be performed under an existing scope or plan.

  • Out-of-Scope Requests: Any request outside the approved scope, including changes to previously approved work, additional requests, new features, or expanded functionality, may require separate approval or a revised Proposal before work is performed.
  • Revisions: Unless otherwise stated in a Proposal or plan, Deliverables include up to two (2) rounds of reasonable revisions. A reasonable revision consists of minor adjustments that do not materially change the original scope, concept, structure, direction, or functionality of the work. Requests for substantial changes, new concepts, expanded functionality, or additional revision rounds will be treated as new work and billed accordingly. Once a Deliverable, concept, or direction has been approved, any further changes or deviations will be considered new work.
  • Substantial Changes and Re-Scoping: If we determine that a requested change is substantial, including a change that equals or exceeds approximately ten percent (10%) of the time, effort, or value required to perform the Services, we may issue a revised or new Proposal for your written approval. Work will not begin until such approval is received, and we may adjust timelines accordingly.
  • Billing for Additional Work: Unless otherwise agreed in writing, any approved out-of-scope work or additional revisions will be billed at our then-current hourly rate in accordance with Section 2.1.

5.2 – Studio Support Plans

Studio Support Plans provide ongoing creative, technical, content, and marketing support within a defined monthly capacity. Depending on the selected tier, Services are structured as either deliverable-based Studio Support Plans or time-based Studio Flex Support Plans (f/k/a OnCall Support Plans), which include allocated Studio Flex Hours. In all cases, internal time allocation is determined at our discretion and is not itemized or reported unless otherwise specified in writing or required by law. By enrolling, you are reserving access to our team’s capacity, availability, and prioritization during each billing cycle.

  • Initiative-Based Workflow: Work is typically focused on one primary initiative at a time to maintain strategic momentum and efficient execution. Content, updates, and requests are prioritized based on current monthly goals, and additional requests may be scheduled for a future cycle or scoped separately.
  • Channel Setup, Optimization, and Prioritization: Plans may include initial channel setup, cleanup, optimization, platform configuration, baseline tracking setup, and general refinement where applicable. Plans are intended to support a manageable number of marketing channels based on the selected tier. We reserve the right to prioritize or limit active channels to maintain quality, consistency, and performance.
  • Execution Model: Deliverable-based Studio Support Plans are structured around defined monthly output, ongoing execution, and proactive planning aligned to your goals. These plans are designed to provide consistent content, campaign momentum, and strategic direction across channels. Time-based Studio Flex Support Plans, by contrast, are structured around allocated Studio Flex Hours and are intended for on-demand, request-driven, task-based support. Studio Flex Hours may be applied to a wide range of Services we offer, including web development, design, video production, photography, strategy and guidance, consulting, and other professional services. However, Studio Flex Support Plans do not establish ongoing production schedules, recurring deliverable expectations, or proactive campaign management unless otherwise agreed in writing. Studio Flex Hours represent time with our team only and do not include or imply access to physical studio space or facilities.
  • Scope Limitations: All work is subject to reasonable scope, complexity, and availability at the time of request. More complex deliverables (such as multi-page builds, long-form video, advanced motion design, campaign systems, automated email sequences, or CRM configurations) may be treated as multiple deliverables, may reduce total monthly output, or may be scoped separately at our discretion. Projects involving custom software development, extensive database engineering, multi-phase application builds, or advanced automation systems are not included unless expressly stated in a Proposal or Invoice. Deliverable counts referenced in any plan are estimates only and may vary based on scope, complexity, approvals, and production requirements.
  • Light Production Days: Light Production Days are scheduled sessions at a single location intended for efficient, social-first content capture. Each Light Production Day consists of up to four (4) hours and includes all on-site activity, including setup, breakdown, and active production time. Travel beyond our standard local service radius may be billed in accordance with Section 2.2. You are responsible for ensuring access, coordination, and readiness, and delays, restricted access, or lack of preparation may impact deliverables and output. Work requiring higher production complexity, including multi-location shoots, advanced lighting or audio setups, or high-end production workflows, is not included and will be scoped separately. Production Days are not guaranteed to result in a specific number of usable assets or deliverables.
  • Capacity, Scheduling, and Delivery: Studio Support Plans are capacity-based and do not guarantee a fixed quantity of output, deliverables, or completed requests within any given billing cycle. For deliverable-based plans, output is influenced by scope, complexity, and approvals. For Studio Flex Plans, output is based on how allocated hours are used within the billing cycle. Deliverables, Studio Flex Hours, and unused capacity do not roll over and are forfeited at the end of each billing cycle. Production Days must be scheduled within the first ten (10) business days of the month, and sessions not scheduled or canceled with less than forty-eight (48) hours’ notice may be forfeited. Scheduling is subject to availability, workload, scope, approvals, Client Content, access, and production conditions. Delays caused by the Client do not pause or extend the monthly billing cycle and may reduce total output within the current cycle.
  • Insights and Performance Tracking: Plans may include performance insights focused on organic content and channel-level engagement, including reach, interactions, and growth trends. These insights are used to refine creative direction and improve future output. Advanced analytics, attribution tracking, CRM reporting, paid advertising performance tracking, or call tracking reporting are not included unless specified through additional Services or Performance Add-Ons.
  • Engagement and Operational Ownership: We may provide brand awareness and reputation monitoring across active channels and, depending on the selected tier or agreed scope, limited engagement support using client-approved or client-provided response language. Direct operational engagement, including handling inquiries, making business decisions, scheduling appointments, managing customer conversations, or operating sales workflows, remains your responsibility.
  • Billing and Commitment: Payments are automatically billed on a recurring monthly basis using the payment method on file unless otherwise agreed in writing. Because we allocate resources and reserve capacity for your account, all Studio Support Plan and Studio Flex Plan fees are non-refundable once billed. By enrolling, you acknowledge that these fees reserve dedicated service capacity, scheduling priority, and our team’s availability during the applicable billing period.
  • Exclusions: Studio Support Plans do not include website hosting, paid advertising management, media spend, third-party vendor costs, software or platform fees, printing, advanced production, production outside defined Light Production Days, or ongoing customer engagement, inbox management, or sales handling unless expressly stated in a Proposal or Invoice. Certain features, tools, or services may require third-party subscriptions or usage-based fees, which are not included. All third-party services, materials, and related costs are governed by Sections 2.2 and 5.8.

5.3 – Website Post-Deployment Limited Support Period (45 Days)

We provide limited support for forty-five (45) days following the launch of your website. For purposes of this support period, “launch” shall have the meaning set forth in Section 2.1. We encourage you to make the most of this time by adding your Client Content to the backend and processing test entries or transactions to familiarize yourself with your new website’s functionality. During this period, support is available via approved channels, including support tickets, email, and phone.

  • Included Support: This window is strictly for troubleshooting verifiable defects in the Deliverables. For purposes of this Agreement, a “defect” means a material failure of the Deliverables to operate in substantial accordance with the specifications set forth in the applicable Proposal at the time of delivery. A defect does not include issues arising from Third-Party Materials, hosting environments, browser or device updates, modifications made by you, your Client Representative, Authorized Users, End Users, or third parties, content changes, integrations, or other external factors outside of our control.
  • Excluded Work: This support period does not include design changes, development changes, new functionality, content updates, training, or other non-defect-related requests. Such requests are considered new work and may be billed in accordance with Section 2.1 or handled under an active Studio Support Plan, if applicable.
  • Client Responsibility: You assume full responsibility for final proofing and content accuracy. We are not responsible for errors, omissions, or the effects of future browser or device updates on the Services. While we may provide general training or onboarding as part of a website build, you are responsible for maintaining a basic understanding of the systems, platforms, or tools used in connection with the Services. Lack of familiarity does not constitute a defect, failure, or grounds for refund, reversal, or dispute.
  • Support After Limited Support Period: After this forty-five (45) day period, all support requests, including bug fixes, will incur fees at our then-current hourly rate in accordance with Section 2.1 unless otherwise covered by an active Studio Support Plan, including a Studio Flex Support Plan, subject to the scope and available capacity of that plan.

5.4 – Managed Website Hosting, Infrastructure Support, and Platform Maintenance

This service is offered through tiered Managed Hosting plans and includes management of hosting accounts with our third-party data center and infrastructure vendors, along with technical support for associated control panels. Our hosting vendors target up to 99.9% uptime on a monthly basis; however, uptime targets are provided by third-party infrastructure vendors and are outside of our direct control.

Services under these plans may include, but are not limited to, the following, performed on a best-effort basis:

  • Infrastructure: Setup and management of U.S.-based servers using a LAMP/LEMP stack, fault-tolerant NVMe storage, and firewall configurations.
  • Security & Monitoring: 24/7 website uptime monitoring, SSL/TLS certificate provisioning and monitoring, and DNS configuration and management.
  • Backups: Automatic daily off-site backups of website data (database and content) with up to thirty (30) days of retention.
  • Disaster Recovery: Assistance with restoring available backups following an incident. Restorations required due to actions or errors by you, your Authorized Users, or third parties (including accidental deletions, misconfigurations, or site edits) are not included and are billable at our then-current hourly rate in accordance with Section 2.1.
  • Migrations: One initial migration of server files to the live production environment, when necessary.

If you engage us for website development or ongoing website management, enrollment in a Managed Hosting plan that includes platform maintenance is required unless otherwise expressly agreed in writing. Due to the rapid pace of technological change, ongoing maintenance is necessary to keep your website and its underlying platform secure, stable, and functioning properly. Without routine updates and monitoring, your site may be vulnerable to security risks, compatibility issues, or functionality failures. These services are not included in the Core (Legacy Hosting-Only) plan.

Depending on your selected plan tier, additional services may include:

  • Platform/Software Updates: Routine updates to CMS core, plugins, and themes to maintain security and compatibility.
  • Security & Environment Protection: Ongoing security scans, malware detection, and threat monitoring, along with configuration and management of a Web Application Firewall (WAF), including protection against common threats such as DDoS attacks and brute force attempts.
  • Performance & Optimization: Database optimization, caching configuration, and CDN integration, including Cloudflare setup and management at the free tier (paid tiers or upgrades are not included unless otherwise agreed in writing), to more optimally manage DNS while improving speed, security (via an additional security layer with CloudFlare), and reliability.
  • Staging & Testing: Setup and management of a staging environment to safely test updates and changes prior to deployment.
  • Ongoing Technical Oversight and Support: Proactive monitoring and maintenance to reduce the risk of downtime, conflicts, or performance degradation, along with dedicated U.S.-based support and ticket tracking.
  • Studio Flex Support Plans / Studio Flex Hours: Managed Hosting plans that include Studio Flex Hours may allow those hours to be used for content updates, troubleshooting, minor enhancements, consulting, or other requests. Unused Studio Flex Hours do not roll over unless otherwise stated.
  • Exclusions: Platform maintenance and hosting services do not include content updates, design changes, new features, or discretionary development work unless covered by included Studio Flex Hours or billed separately.
  • Additional Work: Any work outside the scope of your plan is billable at our then-current hourly rate in accordance with Section 2.1.

While these managed hosting plans cover the vast majority of hosting and management needs, additional charges may apply at our then-current hourly rate in accordance with Section 2.1 if: (a) you enroll with a website we did not build; or (b) you require us to manage a third-party hosting provider instead of our recommended infrastructure.

Uptime & Credits: “Unavailability” means the website being consistently unreachable or returning server-level errors for a sustained period, excluding scheduled maintenance, vendor-level outages, network interruptions, force majeure events, or issues beyond our reasonable control. If an unscheduled hosting outage exceeds one (1) consecutive hour, you may request a service credit by submitting a support ticket within seven (7) days. Credits are limited to hosting fees for the affected billing period and are issued at our discretion.

Response Expectations: For hosting-related outages, we aim to respond promptly during active incidents. Typical investigation and resolution timeframes may range from approximately thirty (30) minutes to five (5) hours depending on issue complexity and vendor involvement. Response and resolution times are not guaranteed. All requests must be submitted through approved communication channels.

Third-Party Hosting: If you use hosting services outside our recommended infrastructure, additional time may be required for troubleshooting, coordination, migration, or issue resolution. Any such work is billable at our then-current hourly rate in accordance with Section 2.1. Performance, reliability, and configuration of such environments are outside of our control and subject to the terms of the applicable provider.

5.5 – Storage, Backups, File Retention, and Data Recovery

We may store, sync, back up, or otherwise retain copies of Client Content, project files, website files, production assets, Deliverables, and related materials using offsite or third-party storage systems, including cloud platforms, backup vendors, and hosting infrastructure.

  • Operational Safeguard Only: Storage, syncing, and backup practices are provided as a convenience and operational safeguard only. We do not guarantee uninterrupted retention, permanent storage, file integrity, successful restoration, or availability of any specific file, version, or backup.
  • Retention Limits: Unless otherwise agreed in writing, website and platform backups are retained in accordance with the applicable hosting or service plan. Other project files and materials may be retained only as reasonably necessary for business purposes. Raw media, source files, and similar assets are not guaranteed to be retained indefinitely and may be deleted or archived after final delivery or project completion. We do not maintain archival records of completed projects unless expressly agreed in writing.
  • Data Loss: Files may become corrupted, deleted, overwritten, inaccessible, or unavailable due to factors beyond our control, including user actions, syncing conflicts, third-party limitations, storage failures, or outages. We are not liable for data loss, file corruption, missing assets, unsuccessful restoration, or expired retention.
  • Client Responsibility: You are solely responsible for maintaining your own independent and current copies of all Client Content and important files.
  • Retrieval and Recovery Requests: Requests for archival retrieval, restoration, export, or recovery of stored materials may be billed at our then-current hourly rate in accordance with Section 2.1. Successful recovery is not guaranteed.

5.6 – Domains, Website Email Notifications, and Related Platform Communications

Certain Services may depend on third-party systems such as domain registrars, DNS providers, email providers, SMTP relay services, website forms, payment gateways, notification systems, and related communication tools. These services rely on Third-Party Materials as defined in Section 5.8 and are subject to those terms and limitations.

  • Domain Names: Registering and renewing a domain name for your website is your responsibility unless expressly stated otherwise in a Proposal or plan. A domain name is required for a website to be reachable by the public. We may assist with domain registration, DNS configuration, or connecting your domain to your website, but you remain responsible for maintaining access to your domain registrar account and ensuring the payment method on file remains current.
  • Domain Loss or Suspension: We are not responsible for the suspension, expiration, loss, transfer failure, or unavailability of domain names due to billing issues, registrar actions, account access problems, ownership disputes, or any other cause outside our control. If your domain expires or becomes unavailable, your website and related services may stop working. Any support required due to domain expiration, suspension, misconfiguration, or loss of access may be billed at our then-current hourly rate in accordance with Section 2.1.
  • Email Notifications Sent From Website: Websites may send automated emails or notifications in response to events such as form submissions, purchases, account updates, or other activity. Delivery of these messages depends on multiple factors, including but not limited to third-party email providers, and may be delayed, blocked, filtered, or not delivered. While we may assist with configuration (including SMTP, DNS, and related tools), delivery cannot be guaranteed. We are not responsible for undelivered or missed communications. You are responsible for monitoring relevant systems, including spam folders, website dashboards, form entries, order panels, or CRM platforms, to ensure submissions and notifications are received.
  • Email Platforms and Hosting: Email hosting, inbox setup, and ongoing email platform management are not included in Services unless expressly stated in a Proposal or plan. Availability of “webmail” or server-based email accounts depends on the underlying hosting environment and is not guaranteed. Where email services are requested, we may assist with planning, setup, configuration, migration, or management of third-party email platforms, which are considered Third-Party Materials under Section 5.8. We primarily support Google Workspace (as a Google Cloud Partner) and Microsoft 365. All email services are subject to the terms, availability, pricing, and limitations of the applicable provider. We do not guarantee deliverability, inbox placement, uptime, or uninterrupted access to any email service. You are responsible for maintaining active subscriptions, billing, and account access for any email platform.

5.7 – Marketing Performance, SEO, and Search Engines

Despite claims from some pseudo-marketers, no one can guarantee specific positions in search engine results or outcomes from marketing efforts. Performance is influenced by numerous factors outside our control, including algorithms, competition, content quality, user behavior, budget, targeting, and platform changes. We do not guarantee rankings, traffic, visibility, lead volume, conversions, return on ad spend, or revenue outcomes.

  • Website Performance and Traffic Expectations: A website, by itself, does not guarantee traffic, visibility, or customer acquisition. Generating consistent traffic, leads, or conversions typically requires ongoing marketing efforts, which may include search engine optimization (SEO), content creation, paid advertising, social media activity, email marketing, or other initiatives. These efforts require consistent investment and are treated as separate Services unless expressly included in a Proposal or applicable service plan, or otherwise confirmed by us in writing.
  • Platform and Algorithm Control: Search engines, social platforms, advertising platforms, and other marketing channels operate independently and may change their systems, policies, algorithms, or features at any time. We are not responsible for the performance, availability, or behavior of these platforms.
  • Foundational SEO and Best Practices: We may implement foundational SEO best practices as part of certain Services, such as website development, including technical structure, metadata, and baseline optimization. These efforts are intended to establish a strong foundation but do not constitute ongoing SEO services or performance management.
  • Ongoing SEO and Marketing Services: SEO and broader marketing performance require continuous planning, content creation, optimization, monitoring, and iteration. Ongoing SEO, content strategy, campaign management, and performance optimization are provided only through defined Services, such as certain Studio Support Plans or Performance Add-Ons, where expressly included.
  • Client Content and Edits: While we may provide foundational guidance, setup, or training related to SEO best practices, you are responsible for ensuring that all Client Content added by you, your Client Representative, or Authorized Users complies with applicable guidelines. We are not liable for performance issues, ranking changes, or traffic fluctuations resulting from Client Content, Third-Party Materials, user-generated content, edits made after delivery, deleted content, broken links, or other factors outside our control.
  • Additional Work: SEO-related work, content updates, optimization, or marketing support that falls outside the scope or capacity of an active Service may be scoped separately or billed at our then-current hourly rate in accordance with Section 2.1.

5.8 – Third-Party Software, Services, and Dependencies

We may rely on, configure, integrate, or recommend third-party software, services, content, platforms, infrastructure, or tools in connection with the Services (collectively, “Third-Party Materials”). These may include, but are not limited to, hosting providers, DNS providers, email services, payment processors, stock media libraries, plugins, APIs, website extensions, CRM systems, call tracking tools, SMS platforms, scheduling tools, analytics tools, advertising platforms, Software-as-a-Service (SaaS) products, and similar services.

  • Third-Party Control: You acknowledge that we do not own or control Third-Party Materials and we are not responsible for the performance, availability, security, or actions of any such third-party provider. Third-Party Materials may be updated, modified, restricted, repriced, suspended, discontinued, deprecated, or made unavailable by their providers at any time.
  • Client Responsibility for Costs: Some Third-Party Materials may require separate licenses, subscriptions, usage fees, platform fees, message fees, advertising spend, or contractual relationships. These costs are your responsibility unless expressly included in a Proposal or plan.
  • Separate Provider Terms: The availability, performance, security, legal compliance, support, and ongoing operation of Third-Party Materials are governed by the applicable third-party provider and not by us. Your use of those services may be subject to separate provider terms, policies, limits, and fees.
  • Integrations and Configuration: Any integration, configuration, or customization of Third-Party Materials performed by us is based on the features, APIs, documentation, permissions, pricing, and service availability provided by the applicable third party at the time of implementation.
  • Provider/Vendor Issues: We are not responsible for outages, disruptions, deliverability issues, API failures, data synchronization issues, data loss, vendor policy changes, feature deprecations, pricing changes, discontinued functionality, security events, account restrictions, rejected messages, failed automations, or other issues caused by Third-Party Materials.
  • Troubleshooting and Changes: If a change in any Third-Party Material requires troubleshooting, reconfiguration, repair, replacement, restoration, migration, or additional support, such work will be billed at our then-current hourly rate in accordance with Section 2.1 unless expressly included within an applicable plan. We reserve the right to modify, replace, or discontinue components of the Services where reasonably necessary due to vendor changes, technical requirements, platform limitations, or operational considerations.

5.9 – Artificial Intelligence (AI), Automation, and AI-Enabled Tools

In the course of providing Services, we may use industry-standard software tools that incorporate artificial intelligence (“AI”), automation, or AI-assisted features as part of their normal functionality. These tools continue to evolve rapidly and may assist with limited aspects of workflow, such as research, formatting, organization, production efficiency, automation, analysis, drafting support, or other administrative and production-related tasks. Our use of such tools is intended to improve efficiency, reduce repetitive work, and support human-led creative, strategic, and technical services, not replace our professional judgment or core Deliverables.

  • Human-Led Work: As a matter of internal practice, we prioritize human-led creative, strategic, and technical work and do not rely on AI to replace core Deliverables. Final Deliverables are reviewed, refined, and approved by our team prior to delivery.
  • Third-Party AI Features: Certain Third-Party Materials or platforms used in connection with the Services may incorporate AI functionality that is outside our control. We make no representations or warranties regarding the behavior, outputs, reliability, security, or accuracy of such systems.
  • AI Output Risks: AI-assisted features may produce content that contains inaccuracies, unintended similarities to third-party materials, biased results, or other inconsistencies. You acknowledge that such risks are inherent to modern software tools.
  • Client Review: You remain responsible for reviewing and approving all Deliverables prior to publication or use, including verifying factual accuracy, legal compliance, and business suitability.
  • Client-Provided AI Content: If you provide AI-generated or AI-assisted content for inclusion in the Services, you represent that you have secured all necessary rights and accept full responsibility for such content. Your obligations regarding Client Content, ownership, compliance, and liability are further governed by Sections 3, 6, and 8 of this Agreement.

5.10 – Compliance, Accessibility, Privacy, and Legal Requirements

You are responsible for informing us of any legal, regulatory, contractual, privacy, accessibility, or industry-specific requirements applicable to the Services, your business, your users, or your content, including but not limited to the ADA, Section 508, HIPAA, FERPA, PCI DSS, CalOPPA, GDPR, CCPA/CPRA, and similar laws, regulations, standards, or industry requirements.

  • Communications Compliance: If your Services involve email marketing, SMS/text messaging, call tracking, automated communications, or similar outreach systems, you are responsible for compliance with all applicable laws and regulations, including but not limited to CAN-SPAM, the Telephone Consumer Protection Act (TCPA), FCC regulations, opt-in/opt-out requirements, and any applicable consent or disclosure obligations. We do not monitor or manage compliance for outbound communications unless expressly stated in a Proposal.
  • No Legal Advice: We are not attorneys and do not provide legal advice. We make no representations or warranties regarding legal, regulatory, privacy, accessibility, or industry compliance unless expressly stated in a Proposal.
  • Website Accessibility: For custom website development, we strive to follow WCAG best practices and generally target Level AA standards where feasible at the time of development. However, compliance standards evolve over time, interpretation may vary, and full compliance may depend on factors outside our control, including Client Content, Third-Party Materials, plugins, integrations, user settings, and later edits by you or your Authorized Users. Ongoing accessibility compliance remains your responsibility after launch.
  • Ongoing Responsibility: When you, your Client Representative, Authorized Users, End Users, or third parties add, modify, upload, or publish Client Content, User-Generated Content, or Third-Party Materials, you are solely responsible for ensuring such content remains compliant with applicable laws, regulations, platform policies, accessibility standards, privacy obligations, and best practices.
  • Legal Pages and Policies: Certain legal pages may be required depending on your business and jurisdiction. Any templates, tools, or suggested language we provide are for reference only and are not guaranteed to be legally sufficient. You are responsible for having such materials reviewed by qualified legal counsel.
  • Third-Party Compliance Tools: We may use Third-Party Materials to assist with compliance-related features; however, such tools do not guarantee compliance and may require additional fees.

5.11 – Security Incidents, Cyber Risk, and Insurance

We implement reasonable security and operational measures in connection with applicable Services, but no website, platform, cloud system, network, integration, or online service can be guaranteed to be completely secure or continuously available. Websites, digital platforms, cloud systems, and online services involve risks of hacking, data breaches, downtime, data loss, fraud, malware, business interruption, and other cyber-related incidents.

  • Security Incidents: In the event of a security breach, hacking incident, unauthorized access event, or data compromise involving a system or website we manage, we will make commercially reasonable efforts to notify you once we become aware of the issue.
  • Our Role: Our responsibility in such an event is limited to reporting the issue to you, taking reasonable steps to investigate, and attempting restoration or remediation in accordance with the applicable Services, backup availability, Third-Party Materials, and the other terms of this Agreement.
  • Client Legal Obligations: You are solely responsible for determining whether any legal, regulatory, contractual, insurance, or reporting obligations apply, including but not limited to notice to customers, end users, payment processors, vendors, insurers, regulators, or governmental authorities. We do not provide legal advice and do not assume responsibility for legal notifications, filings, disclosures, or regulatory compliance arising from any security incident.
  • Third-Party Systems: We are not responsible for business interruptions, data breaches, data loss, account restrictions, failed automations, failed communications, or operational failures resulting from third-party platforms integrated into your CRM, marketing funnel, website, advertising systems, hosting environment, analytics tools, payment systems, email systems, SMS tools, or related workflows. Security risks may arise from Third-Party Materials as defined in Section 5.8, which are outside our control.
  • Additional Response Work: Any additional investigation, research, documentation, reporting, response coordination, forensic support, restoration effort, or third-party communication requested by you or required by outside parties will be billed at our then-current hourly rate in accordance with Section 2.1 unless otherwise agreed in writing.
  • Cyber Insurance: Unless expressly stated otherwise in a Proposal, we do not provide insurance coverage for your business, your data, your operations, your users, or your customers. We strongly recommend that you obtain and maintain appropriate cyber liability insurance and any other insurance coverage you deem appropriate for your business and digital operations.

5.12 – Acceptable Use Policy

This Acceptable Use Policy (“AUP”) applies to all Services provided by us and is intended to protect our Services, employees, clients, vendors, infrastructure, systems, and users. You are responsible for your use of the Services and for ensuring that your Client Representative, Authorized Users, End Users, employees, contractors, and anyone using the Services through your account or under your direction comply with this AUP. The Services are for legitimate business purposes only. You may not use the Services for illegal, offensive, abusive, deceptive, harmful, or disruptive activities, or in any manner that exposes us, our vendors, our infrastructure, or other clients to liability or harm.

Prohibited activities include, but are not limited to:

  • Hacking, phishing, spamming, identity theft, and malware distribution
  • Unauthorized access, monitoring, collection, or use of data, systems, or networks
  • Transmitting, distributing, or storing illegal, fraudulent, or infringing information
  • Infringing on the intellectual property rights of us or any third party
  • Violating the privacy or publicity rights of any individual or entity
  • Harassment or distribution of inappropriate, offensive, or threatening content
  • Promoting or engaging in illegal activities or conduct that violates applicable laws or regulations
  • Failing to comply with HIPAA or PCI-DSS when handling sensitive information or payment data
  • Using deceptive language or making unsubstantiated claims regarding our Services
  • Interfering with the operation of the Services or harming our reputation
  • Installing or distributing viruses, worms, bugs, Trojan horses, or other malicious code
  • Engaging in excessive resource usage that negatively impacts the Services

You, your Client Representative, Authorized Users, End Users, and anyone acting on your behalf must comply with all applicable laws, including data protection and privacy laws.

If we reasonably believe that you, your Client Representative, Authorized Users, End Users, or any party accessing or using the Services directly or indirectly under your control has violated this AUP, we may, without notice, suspend Services, terminate this Agreement, block any violating activity, and take any other actions permitted by law. We may also charge our standard rates and any associated legal fees incurred in addressing such violations.

If you become aware of any violations, you must notify us immediately at [email protected].

We reserve the right to refuse, remove, modify, or decline to implement any content, request, or material that may expose us to legal, regulatory, security, or reputational risk.

6. Intellectual Property Rights and Ownership

6.1 – Client Content and Rights

You represent and warrant that you either own all rights to the Client Content you provide or have obtained all necessary permissions, licenses, and rights for its use in connection with the Services. You retain all rights to your Client Content, subject to any third-party rights.

You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, store, and distribute your Client Content solely as necessary to perform the Services and fulfill our obligations under this Agreement.

6.2 – Assignment of Rights Upon Completion of Services

For purposes of this Agreement, “Deliverables” may include both Preliminary Works and Final Deliverables; however, ownership transfers only apply to Final Deliverables as defined herein. Until full payment is received, all rights to Deliverables are retained by us. Ownership is limited to Final Deliverables only. All other materials, including Preliminary Works and Background IP, remain our property unless expressly stated otherwise in writing. Upon full payment of all fees and expenses due, and upon your acceptance of the Deliverables, rights will be assigned as follows:

  • Final Deliverables: You will own the Final Deliverables, defined as the final, completed versions of the work approved and accepted by you for public release, production, implementation, or use, to the extent that we have the legal right to assign such rights.
  • Preliminary Works: Preliminary Works include drafts, concepts, proofs, mockups, alternate directions, working files, source files, and other materials created or explored during the process that are not selected, approved, and delivered as Final Deliverables. Source files and working files are not included in Final Deliverables unless expressly stated in a Proposal or other written agreement.
  • Retained Rights and Background IP: We retain all rights, title, and interest in and to all Preliminary Works and all underlying materials, including but not limited to source files, working files, internal development files, and any pre-existing or independently developed materials, frameworks, tools, systems, processes, methodologies, code libraries, and technologies (“Background IP”). Background IP is not part of the Final Deliverables and is not transferred to you, regardless of whether such materials were used, modified, or incorporated during the creation of the Deliverables. We retain the right to reuse, adapt, modify, and incorporate any non-client-specific elements of such materials, systems, functionality, or methodologies in future projects.
  • Third-Party Materials: Any Third-Party Materials used in the Services remain the property of their respective owners and are subject to the terms of the applicable licenses.

6.3 – Promotion

We may display and use the Final Deliverables, including your name and logo, in our portfolio, website, and promotional materials for the purpose of showcasing our work, unless you request exclusion in writing. We will not knowingly disclose Confidential Information.

7. Term and Termination

7.1 – Effective Date and Term of Agreement

This Agreement takes effect when you first request, use, or pay for our Services, or use any Deliverables we create for you. It will remain in effect until terminated by either party in accordance with this Section.

​​7.2 – Termination of Agreement

Either party may terminate this Agreement as follows:

  • For Convenience: At any time, with thirty (30) days’ written notice to the other party.
  • For Cause: Immediately upon written notice if the other party fails to cure a material breach within thirty (30) days after notice, becomes insolvent or subject to bankruptcy proceedings that are not dismissed within sixty (60) days, or engages in illegal activity or materially violates this Agreement.

7.3 – Effect of Termination

Upon termination of this Agreement, we will return any Client Content in our possession upon written request. Your access to and use of any Services, accounts, hosting environments, or systems we manage will cease unless otherwise agreed in writing. You must stop using any Deliverables that have not been fully paid for or that have not become Final Deliverables under Section 6.2. All outstanding invoices, accrued fees, and Project Expenses become immediately due and payable.

7.4 – Survival of Terms After Termination

Upon termination of this Agreement, the following terms shall survive: the payment obligations outlined in Section 2, the intellectual property rights and provisions in Section 6, and the provisions related to indemnification, liability, confidentiality, and other legal obligations outlined in Section 8.

8.1 – Indemnification

You agree to defend, indemnify, and hold harmless us, our owners, officers, directors, employees, contractors, and agents (collectively, the “Indemnified Parties”) from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

  • Any Client Content, User-Generated Content, or other materials provided, uploaded, approved, published, or submitted by you, your Client Representative, Authorized Users, End Users, or third parties under your direction
  • Your violation of any applicable law, regulation, third-party right, platform policy, or this Agreement  
  • Your use of the Services or Deliverables outside the applicable Proposal, approved scope, or our control  
  • Any Third-Party Materials, services, vendors, platforms, or integrations selected, approved, or provided by you
  • Any failure by you, your Client Representative, Authorized Users, or End Users to comply with this Agreement or the Acceptable Use Policy  
  • Any claims relating to permissions, releases, property rights, likeness rights, or regulatory requirements associated with photography, video, testimonials, reviews, drone or aerial content, or similar materials outside our operational control including materials that were approved, accepted, or authorized by you prior to publication, production, or use

We will notify you promptly of any such claim and may participate in the defense at our own expense. You may not settle any claim in a manner that imposes liability or obligations on us without our prior written consent.

Our Indemnification to You: Subject to the limitations in Section 8.3, we will defend and indemnify you against third-party claims arising directly from our breach of the express warranties stated in Section 8.2. This obligation does not apply to claims arising from Client Content, User-Generated Content, Third-Party Materials, client-directed materials, modifications made by you or third parties, use outside the approved scope, or failure to update or maintain Deliverables.

The obligations in this Section will continue after termination or expiration of this Agreement.

8.2 – Warranties and Representations

PROFESSIONAL STANDARD: WE WARRANT THAT THE SERVICES WILL BE PROVIDED IN A PROFESSIONAL MANNER CONSISTENT WITH REASONABLE INDUSTRY STANDARDS.

LIMITED INTELLECTUAL PROPERTY WARRANTY: TO THE BEST OF OUR KNOWLEDGE, FINAL DELIVERABLES CREATED SOLELY BY US AND DELIVERED UNDER THIS AGREEMENT WILL NOT KNOWINGLY INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, EXCLUDING CLIENT CONTENT, USER-GENERATED CONTENT, THIRD-PARTY MATERIALS, CLIENT-DIRECTED MATERIALS MODIFIED OR USED OUTSIDE THE APPROVED SCOPE. WE DO NOT PERFORM TRADEMARK, COPYRIGHT, PATENT, OR OTHER LEGAL CLEARANCE SEARCHES UNLESS EXPRESSLY STATED IN A PROPOSAL.

DISCLAIMER OF WARRANTIES: EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, ALL SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, WITH ALL FAULTS. WE MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS.

NO GUARANTEE OF RESULTS: WHILE WE PROVIDE SERVICES BASED ON PROFESSIONAL EXPERIENCE AND INDUSTRY BEST PRACTICES, WE DO NOT GUARANTEE ANY SPECIFIC RESULTS, OUTCOMES, OR PERFORMANCE, INCLUDING BUT NOT LIMITED TO TRAFFIC, RANKINGS, CONVERSIONS, REVENUE, ENGAGEMENT, UPTIME, OR BUSINESS OUTCOMES.

CLIENT USE AND RESPONSIBILITY: YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF ALL DELIVERABLES AFTER ACCEPTANCE, INCLUDING COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS, PLATFORM REQUIREMENTS, AND INDUSTRY STANDARDS. WE ARE NOT RESPONSIBLE FOR ANY USE OF DELIVERABLES OUTSIDE THE APPROVED SCOPE OR FOR ANY MODIFICATIONS, DISTRIBUTION, OR IMPLEMENTATION PERFORMED BY YOU OR THIRD PARTIES.

8.3 – Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR:

  • YOUR COST OF PROCURING SUBSTITUTE SERVICES  
  • ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES ARISING OUT OF OR RELATING TO THE DELIVERABLES OR SERVICES PROVIDED BY US, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES  
  • ANY LOSS OF DATA, CONTENT, PROFITS, REVENUE, BUSINESS, OR GOODWILL, OR BUSINESS INTERRUPTION  

IN ALL CIRCUMSTANCES, OUR TOTAL LIABILITY UNDER THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED THE TOTAL FEES PAID OR OWED BY YOU TO US (EXCLUDING EXPENSES) FOR THE SERVICE(S) RELATED TO THE CLAIM.

THIS LIMITATION SHALL NOT APPLY TO LIABILITY ARISING FROM OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION AND SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

8.4 – Relationship of the Parties

The relationship between the parties is defined as follows:

  • Independent Contractor: We are an independent contractor and not an employee, agent, or representative of your company or any affiliated entity. While we provide Services under your general direction, we retain sole discretion over the means, manner, and method of performance. The Services and Deliverables are not intended to constitute a “work made for hire” under U.S. Copyright Law, and ownership rights are governed exclusively by Section 6 of this Agreement. This Agreement does not create a partnership, joint venture, or agency relationship, and neither party is authorized to bind the other except as expressly stated.
  • No Exclusivity: Unless expressly agreed in writing, our relationship with you is non-exclusive. We may provide Services to other clients, including businesses in similar or competing industries, provided that we do not disclose or misuse your Confidential Information.

8.5 – Third-Party Vendors, Suppliers, and Service Providers

We may engage third-party vendors, suppliers, or service providers (“Vendors”) as independent contractors to support the performance of Services. While we take reasonable care in selecting such Vendors, we are not liable for their performance, actions, or omissions.

If you select or require the use of your own Vendors or third-party providers, we are not responsible for any resulting issues, including but not limited to performance, availability, pricing, delays, or quality.

8.6 – Governing Law, Venue, and Dispute Resolution

This Agreement is governed by the laws of the State of Florida, without regard to its conflict of law principles.

Before initiating formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through informal negotiation. If the dispute is not resolved, either party may request mediation by written notice. Unless otherwise agreed, mediation will take place in Bay County, Florida, and the parties will share the mediator’s fees equally.

If the dispute is not resolved within sixty (60) days after a written request for mediation, either party may pursue the matter in a court of competent jurisdiction located in Bay County, Florida. The parties consent to the exclusive jurisdiction and venue of such courts and waive any objection based on improper venue or inconvenient forum.

The prevailing party in any action arising out of or relating to this Agreement is entitled to recover its reasonable attorneys’ fees, costs, and expenses.

8.7 – Confidential Information

Each party agrees to keep confidential and not disclose any proprietary or confidential information of the other, except as permitted by this Agreement. Confidential information includes, but is not limited to, customer lists, business strategies, and proprietary data. This obligation extends to any third-party information shared in compliance with applicable restrictions and continues after the Agreement ends. Confidential information does not include information that is public, independently developed, or lawfully obtained from a third party.

8.8 – Modifications

We may update these terms from time to time. Updates will be posted on our website, and for significant changes, we will notify you via email. Continued use of our Services after the date of notification or posting signifies your acceptance of the updated terms. It is your responsibility to review the terms periodically.

8.9 – Right to Refuse or Discontinue Services  

We reserve the right to refuse, pause, or discontinue any Service, request, or engagement at our discretion if we determine that it: (a) falls outside our scope of expertise; (b) violates this Agreement or applicable law; (c) poses a legal, security, or reputational risk; or (d) is otherwise not aligned with our business practices. We may also modify, evolve, or restructure our Services, offerings, or delivery methods as our business, technology, or operational requirements change.

8.10 – Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, you agree not to directly solicit or hire any of our employees, contractors, or vendors without our prior written consent.

8.11 – Headings and Interpretation

Section headings are for convenience and reference only and shall not affect the scope, meaning, intent, or interpretation of this Agreement’s provisions. The terms “including”, “such as”, and similar expressions shall be construed as non-exhaustive examples and shall not limit the items that follow.

8.12 – Notices, Waivers, and Assignment

Any notice, consent or approval required or permitted under this Agreement shall be submitted in writing via email or support ticket. No waiver of any breach or default of any term or condition of this Agreement shall be considered a waiver of any preceding or subsequent breach or default. You may not transfer or assign this Agreement to any other party without our prior written consent.

8.13 – Force Majeure

We shall not be deemed in breach of this Agreement, nor liable for any delay, interruption, or failure in performance, if such delay, interruption, or failure results directly or indirectly from events beyond our reasonable control, including but not limited to acts of God, natural disasters, fire, flood, war, terrorism, civil disturbance, labor disputes, governmental actions, pandemics, epidemics, power failures, internet or telecommunications outages, distributed denial-of-service (DDoS) attacks, cyberattacks, failures of third-party hosting or SaaS providers, cloud-service interruptions, vendor failures, data center outages, or the unavailability of necessary personnel, contractors, suppliers, or infrastructure caused by any such event.

8.14 – Severability

If any provision of this Agreement is deemed invalid, unlawful, void, or unenforceable by a court of competent jurisdiction, that provision shall be severable and shall not affect the validity or enforceability of the remaining provisions.

8.15 – Entire Agreement

This Agreement constitutes the complete understanding between the parties regarding the subject matter herein. It includes these Terms and Conditions, any Proposals and any Invoices provided by us. The terms of any Proposal shall be in addition and supplemental to the terms of this Agreement.

In the event of a conflict among the documents, the order of precedence will be: (1) the Proposal, (2) the Invoice, and (3) these Terms and Conditions.

Any terms contained in purchase orders, vendor portals, or other client-generated documents shall have no force or effect unless expressly agreed to by us in writing.